Terms of Service

Introduction

Welcome to Strategy9! These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and Strategy9, Inc. ("Strategy9," "we," "us," or "our") governing your access to and use of our enterprise marketing and data solutions.

Our Services include PlayerIQ, EmailIQ, SurveyIQ, WiFiIQ, RaffleIQ, EmployeeIQ, TableIQ, and any related software, applications, websites, APIs, and documentation (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree with these Terms, do not use our Services.

1. Definitions

• "Agreement" means these Terms of Service, our Privacy Policy, and any Master Services License Agreement (MSLA) or other written agreement between you and Strategy9.
• "Authorized Users" means your employees, contractors, and agents authorized to access and use the Services under your account.
• "Customer Data" means all data, content, and information that you or your Authorized Users submit, upload, or transmit through the Services, including customer lists, email campaigns, survey responses, and marketing materials.
• "Documentation" means the user guides, help documentation, and other materials we provide for the Services.
• "Intellectual Property Rights" means all intellectual property rights worldwide, including patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Services" means our enterprise marketing and data solutions, including PlayerIQ, EmailIQ, SurveyIQ, WiFiIQ, RaffleIQ, EmployeeIQ, and TableIQ.

2. Account Registration and Access

2.1 Eligibility

You must be at least 18 years old and have the authority to enter into these Terms on behalf of your organization. By using our Services, you represent and warrant that you meet these requirements.

2.2 Account Creation

To access our Services, you must create an account or be granted access by your organization. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your login credentials confidential and secure
• Notify us immediately of any unauthorized access or security breach
• Be responsible for all activities that occur under your account

2.3 Account Security

You are solely responsible for maintaining the security of your account and password. Strategy9 will not be liable for any loss or damage arising from your failure to comply with this security obligation.

3. License Grant and Restrictions

3.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, Strategy9 grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the subscription term solely for your internal business purposes.

3.2 License Restrictions

You agree not to:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Services
• Rent, lease, lend, sell, sublicense, assign, distribute, or transfer your rights to the Services
• Use the Services to develop a competitive product or service
• Remove, alter, or obscure any proprietary notices on the Services
• Use the Services in violation of any applicable laws or regulations
• Access the Services through automated means (except as authorized by us)
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems

4. Services Description

4.1 Service Offerings

Our Services include:

• PlayerIQ: Progressive web application for casino guest engagement, queue management, offers, and promotions
• EmailIQ: Email marketing platform with campaign management, deliverability optimization, and analytics
• SurveyIQ: AI-powered survey creation, distribution, and analysis for hospitality venues
• WiFiIQ: Smart WiFi captive portal with marketing and data collection capabilities
• RaffleIQ: Charity raffle management system with payment processing and compliance features
• EmployeeIQ: Employee communication and engagement platform
• TableIQ: Restaurant table management and reservation system

4.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

4.3 Service Level Agreement

We strive to maintain high availability of our Services. Specific service level commitments, if applicable, are set forth in your Master Services License Agreement (MSLA) or other written agreement with us.

5. Customer Data and Responsibilities

5.1 Your Data Rights

You retain all rights, title, and interest in and to your Customer Data. You grant Strategy9 a limited license to use, process, and store your Customer Data solely to provide and improve the Services.

5.2 Your Data Responsibilities

You are solely responsible for:

• The accuracy, quality, and legality of your Customer Data
• Obtaining all necessary rights, permissions, and consents to collect and process Customer Data
• Complying with all applicable laws regarding data collection, use, and marketing communications
• Maintaining backups of your Customer Data
• Your Authorized Users' use of the Services and compliance with these Terms

5.3 Prohibited Content

You agree not to submit, upload, or transmit Customer Data that:

• Infringes any Intellectual Property Rights or other rights of any third party
• Contains viruses, malware, or other harmful code
• Is unlawful, defamatory, obscene, pornographic, or otherwise objectionable
• Promotes discrimination, hatred, violence, or illegal activities
• Violates any applicable laws or regulations

5.4 Anti-Spam Compliance

When using our email or messaging services, you must comply with:

• The CAN-SPAM Act (United States)
• Canada's Anti-Spam Legislation (CASL)
• The General Data Protection Regulation (GDPR) for EU recipients
• All other applicable anti-spam and data protection laws

You warrant that you have obtained proper consent to send marketing communications to all recipients and will honor all opt-out requests promptly.

6. Fees and Payment

6.1 Subscription Fees

Fees for the Services are set forth in your Master Services License Agreement (MSLA), order form, or invoice. All fees are exclusive of taxes, duties, and similar charges, which you are responsible for paying.

6.2 Payment Terms

Unless otherwise specified in your MSLA, all fees are due upon invoice and payable within 30 days. Late payments may be subject to interest charges of 1.5% per month or the maximum rate permitted by law, whichever is less.

6.3 Fee Changes

We may change our fees upon 30 days' notice. Continued use of the Services after the effective date of the fee change constitutes acceptance of the new fees.

6.4 Non-Payment and Suspension

If you fail to pay fees when due, we may suspend your access to the Services until payment is received. Suspension does not relieve you of your payment obligations.

7. Intellectual Property Rights

7.1 Strategy9 IP

Strategy9 and its licensors own all rights, title, and interest in and to the Services, Documentation, and all related technology, including all Intellectual Property Rights. These Terms do not grant you any ownership rights in the Services.

7.2 Trademarks

"Strategy9," "PlayerIQ," "EmailIQ," "SurveyIQ," "WiFiIQ," "RaffleIQ," "EmployeeIQ," and "TableIQ" are trademarks of Strategy9, Inc. You may not use these trademarks without our prior written permission.

7.3 Feedback

If you provide us with feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such feedback without any obligation to you.

8. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, including business plans, technical data, customer lists, pricing, and any information marked as confidential.

Each party agrees to:

• Protect Confidential Information using the same degree of care it uses for its own confidential information (but no less than reasonable care)
• Use Confidential Information only to fulfill obligations under these Terms
• Not disclose Confidential Information to third parties without prior written consent
• Return or destroy Confidential Information upon request or termination

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is rightfully obtained from a third party.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party warrants that:

• It has the authority to enter into these Terms
• These Terms constitute a valid and binding obligation
• It will comply with all applicable laws in performing its obligations

9.2 Strategy9 Warranties

We warrant that the Services will perform substantially in accordance with the Documentation under normal use. This warranty is void if the failure is caused by misuse, unauthorized modifications, or factors beyond our reasonable control.

9.3 DISCLAIMER OF WARRANTIES

10. Limitation of Liability

10.1 EXCLUSION OF DAMAGES

10.2 CAP ON LIABILITY

10.3 Exceptions

The limitations in this Section 10 do not apply to: (a) your payment obligations; (b) your indemnification obligations; (c) your breach of Section 3 (License Restrictions); or (d) liability that cannot be excluded or limited by applicable law.

11. Indemnification

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Strategy9 and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services in violation of these Terms
• Your Customer Data, including any claims that it infringes third-party rights or violates applicable laws
• Your violation of any applicable laws or regulations
• Your breach of any representation or warranty in these Terms

11.2 Strategy9 Indemnification Obligations

Strategy9 will indemnify you against claims that the Services infringe a third party's intellectual property rights, provided you: (a) promptly notify us in writing of the claim; (b) grant us sole control of the defense and settlement; and (c) reasonably cooperate with us.

If the Services are subject to an infringement claim, we may (at our option): (a) obtain the right for you to continue using the Services; (b) modify the Services to be non-infringing; or (c) terminate your access and refund prepaid fees for the unused portion of the subscription term.

12. Term and Termination

12.1 Term

These Terms commence on the date you first access the Services and continue until terminated in accordance with this Section.

12.2 Termination for Convenience

Either party may terminate these Terms by providing 30 days' written notice to the other party. Termination does not relieve you of your obligation to pay fees for the remainder of your subscription term.

12.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 30 days of notice; or (b) becomes insolvent, files for bankruptcy, or ceases business operations.

12.4 Effects of Termination

Upon termination:

• Your license to use the Services immediately terminates
• You must cease all use of the Services
• Each party must return or destroy the other party's Confidential Information
• Strategy9 will make your Customer Data available for download for 30 days (after which it may be deleted)
• All fees owed become immediately due and payable

12.5 Survival

Sections 5 (Customer Data - your responsibilities), 6 (Fees and Payment), 7 (Intellectual Property Rights), 8 (Confidentiality), 9.3 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 13-15 will survive termination.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any MSLA or other written agreement between you and Strategy9, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications.

13.2 Amendments

We may modify these Terms at any time by posting the revised Terms on our website and updating the "Last Updated" date. Material changes will be notified via email or through the Services. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

13.3 Assignment

You may not assign these Terms without our prior written consent. Strategy9 may assign these Terms in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this Section is void.

13.4 Force Majeure

Neither party will be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, or failures of the internet or telecommunications infrastructure.

13.5 Waiver and Severability

No waiver of any provision of these Terms will be deemed or constitute a waiver of any other provision. If any provision is found invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be replaced with a valid provision that most closely approximates the intent of the original.

13.6 Relationship of Parties

Strategy9 is an independent contractor. These Terms do not create a partnership, franchise, joint venture, agency, or employment relationship between the parties.

13.7 Third-Party Beneficiaries

These Terms are for the benefit of the parties and their successors and permitted assigns. There are no third-party beneficiaries.

13.8 Notices

All notices must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one business day after deposit with a nationally recognized overnight courier; or (d) three business days after mailing by certified mail, return receipt requested.

Notices to Strategy9 should be sent to: Strategy9, Inc., 8910 W Tropicana Ave, Suite 4, Las Vegas, NV 89147, Attn: Legal Department, or legal@strategy9.com.

14. Dispute Resolution and Arbitration

14.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@strategy9.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute through good-faith negotiations for at least 30 days.

14.2 Binding Arbitration

If we cannot resolve the dispute informally, any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration will be conducted in Las Vegas, Nevada, before a single arbitrator.

14.3 Class Action Waiver

14.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights. Additionally, small claims court matters may be brought in small claims court if they qualify.

15. Governing Law and Jurisdiction

These Terms and any disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law provisions.

For any disputes not subject to arbitration, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada.

16. Contact Information

If you have any questions about these Terms or our Services, please contact us: